|  |  |  |
| --- | --- | --- |
|   | (k) | The consent to the jurisdiction by Holdings contained in the Guarantee is valid and binding on Holdings.  |

  

 No opinion is given in Paragraph (e) as to title to the Aircraft or any other property. In connection with the provisions of
the Agreement and the Guarantee whereby AirTran and Holdings submit to the jurisdiction of (i) the United States District Court for the Southern District of New York, we note the limitations of 28 U.S.C. §§ 1331 and 1332 on Federal court
jurisdiction, and we also note that such submissions cannot supersede such court’s discretion in determining whether to transfer an action from one Federal court to another under 28 U.S.C. § 1404(a) and (ii) the New York courts in New York
County, we note that such submission cannot supersede that court’s discretion in determining whether to transfer the place of trial under NYCPLR § 510. 

  

 The foregoing opinions are further limited to the federal law of the United States of America (other than (i) the
Transportation Code, except as expressly provided in Section (h) above, or any other laws, rules, or regulations governing, regulating, or relating to the acquisition, ownership, registration, use, or sale of any aircraft, airframe, or aircraft
engine or to the particular nature of the equipment to be acquired by Lessee, (ii) state securities or blue sky laws, or federal securities laws, (iii) federal or state tax, antitrust, or fraudulent transfer or conveyance laws, as to which we
express no opinion), the laws of the States of New York and Florida, the Delaware General Corporation Law and the corporation laws of the State of Nevada.